Corporate Governance

Audit Committee


The Audit Committee has been established to provide advice and recommendations to the Board. The audit committee is responsible for assisting the Board in safeguarding the Company’s assets by providing an Independent review of the effectiveness of the financial reporting process and the Internal control system of the Company. The Audit Committee reviews the accounting principles and practice adopted by the Group, and the listing rules and statutory compliance. The Audit Committee also oversees audit process including the review of re-appointment of external auditor, the audit fee and any questions of resignation or dismissal of auditors, the review of the Company’s quarterly, Interim and annual financial statements, review auditor’s management letter and management’s response. It also performs other duties as assigned by the Board.

The Audit Committee comprised of three independent non-executive directors, namely:

Yeung Mo Sheung, Ann
Ng Kay Kwok
Au-yeung Sei Kwok

Audit Committee meets at least once a year.

Terms of Reference

 

Remuneration Committee


The Remuneration Committee has been established and is responsible to make recommendations to the Board on the Company’s policy and structure for all remuneration of directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration. It determines the remuneration packages for the executive directors and senior management, makes recommendations to the Board of the remuneration of non-executive directors, reviews and approves performance-based remuneration by reference to the performance of the Company and its subsidiaries and in accordance with relevant contractual terms. It also reviews and approves the compensation payable to the executive directors and senior management in connection with any loss or termination of their office or appointment, as well as compensation arrangements relating to dismissal or removal of directors for misconduct and to ensure that the compensation is determined in accordance with relevant contractual terms and that any such compensation is otherwise fair and reasonable.

The Remuneration Committee consists of directors from the board of directors of the Company, a majority of whom are independent non-executive directors. The Remuneration Committee meets at least once a year.

The Remuneration Committee comprised of the following members:

Cheung Wai Yin, Wilson
Lau Chi Yan, Pierre
Yeung Mo Sheung, Ann
Ng Kay Kwok
Au-yeung Sei Kwok

Terms of Reference

 

Nomination Committee


The Nomination Committee has been established with responsibilities and authorities: (i) to review the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy; (ii) to identify individuals suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships; (iii) to assess the independence of independent non-executive directors; and (iv) to make recommendations to the Board on the appointment or re-appointment of directors and succession planning for directors, in particular the chairman of the Board and the chief executive.

The Nomination Committee will at all times, have a minimum of three members, a majority of which shall be independent non-executive directors. The chairman of the Nomination Committee is elected by the members who are present at the meeting.

The Nomination Committee will meet as and when required to discharge its responsibilities, but not less than once a year.

The Nomination Committee comprised of the following members:

Cheung Wai Yin, Wilson
Lau Chi Yan, Pierre
Yeung Mo Sheung, Ann
Ng Kay Kwok
Au-yeung Sei Kwok

Terms of Reference